SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary information [ ] Confidential, for use of the Commission
statement Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive information statement
SILK BOTANICALS.COM, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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SILK BOTANICALS.COM, INC.
975 S. Congress Avenue, Suite 102
Delray Beach, Florida 33445
January 3, 2001
Notice of Action by Written Consent
To the Stockholders of Silk Botanicals.com, Inc.:
Pursuant to Florida Corporation Law, Florida Statutes Chapter 607.394,
notice is hereby given that by written consent delivered to Silk
Botanicals.com, Inc. (the "Company") on January ___, 2001, by the holders of
a majority of the outstanding common stock of the Company, that it is the
intention of the Company to affect a reverse stock split of its common stock.
The reverse stock split will take place on or about January 30, 2001. The
Company's Information Statement on Schedule 14C filed with the Securities and
Exchange Commission accompanies this Notice.
By Order of the Board of Directors
/s/ Joseph R. Bergmann
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Joseph R. Bergmann, President
SILK BOTANICALS.COM, INC.
Information Statement Pursuant to Section 14C
of the Securities Exchange Act of 1934
INTRODUCTION
This Information Statement is being mailed on or about January 8, 2001,
to all holders of record at the close of business on January 3, 2001, of
the $.001 par value common stock of Silk Botanicals.com, Inc., a Florida
corporation (the "Company"), in connection with resolutions of the Board of
Directors and the written consent of the holders of greater than 50% of the
Company's common stock providing for an reverse stock split of the Company's
commons stock.
The record date for the reverse stock split is January 29, 2001. The
reverse stock split will be effective on or about January 30, 2001. Because
the reverse stock has already been approved by a majority of the shares
entitled to vote, you are not required to take any action. This Information
Statement is your notice that the reverse stock split change has been
approved, and you will receive no further notice when the reverse stock split
becomes effective.
Following the reverse stock split, the stock certificates you now hold will
continue to be valid. There is no present intention to deliver new stock
certificates on account of the old stock certificates unless requested by a
selling stockholder. If after the effective date of the Company's reverse
stock split you wish to receive new stock certificates, you may do so by
contacting the Company's registrar and transfer agent. The transfer agent for
the Company's common stock is Florida Atlantic Stock Transfer, Inc., 7130 Nob
Hill Road, Tamarac, Florida 33321.
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The Company has requested that the CUSIP Service Bureau provide the
Company with new CUSIP numbers prior to the record date of the reverse stock
split. No cash is intended to be distributed in respect to common stock.
Fractional shares of .4 of new stock will be rounded off to the next highest
share and fractional interest of less than .4 of new stock will be reduced
down to the nearest share. No condition needs to be satisfied nor government
approval obtained with respect to the reverse stock split.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
At the close of business on January 3, 2001, the Company had
outstanding 2,207,313 shares of $.001 par value common stock. There are no
other voting securities of the Company.
The following table sets forth information with respect to (i) any
person or "group" known to the Company to be the beneficial owner, as of
December 26, 2000, of more than five percent (5%) of the common stock, and (ii)
all Directors and Executive Officers of the Company, individually and as a
group.
Name and Address Amount and Nature Percentage
of Beneficial Owner of Ownership of Ownership
------------------- ----------------- ------------
Joseph R. Bergmann (1) 4,042,687 shares (2) 64.7%
975 S. Congress Avenue
Delray Beach, FL
All Directors and Executive 4,042,687 shares (2) 64.7%
Officers as a Group
--------------------------
(1) Mr. Bergmann is the President, CEO and sole director of the Company.
(2) These shares are a class of preferred stock that is convertible one for
one for shares of common stock, and which have the same voting rights as
common stock; and of this number of shares, 1,042,688 are issued to Joseph R.
Bergmann, IRA
--------------------------
VOTE REQUIRED FOR APPROVAL
Chapter 607.394 of Florida Statutes provides that any action required to
be taken at a special or annual meeting of the stockholders of a Florida
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least that number of shares
which is sufficient to take the action. The Company's Board of Directors and
stockholders owning a majority of the outstanding common stock have approved the
reverse stock split, which majority is the number of shares required by Florida
Statutes Chapter 607.394.
The securities that would have been entitled to vote if a meeting was
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required to be held to amend the Company's Articles of Incorporation consist
of issued and outstanding stock of the Company's common stock outstanding on
January 3, 2001, which would have been the same date for determining
stockholders who would have been entitled to notice of and to vote on the
proposed amendment to the Company's Certificate of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or associate of any director, or
executive officer, or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the proposed reverse stock
split.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual and
quarterly reports for the past twelve months which have been filed with the
Securities and Exchange Commission, may be accessed through the Securities and
Exchange Commission's EDGAR archives at www.sec.gov. Upon written request of any
stockholder to the Company's President, Joseph R. Bergmann, 975 S. Congress
Avenue, Delray Beach, Florida 33445, copy of the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999, will be provided without
charge.
Dated: January 3, 2001
By Order of the Board of Directors
/s/ Joseph R. Bergmann
-------------------------------------
Joseph R. Bergmann, President
